{
  "id": 2835725,
  "name": "The Coalfield Company, for use, etc., v. Ferdinand W. Peck",
  "name_abbreviation": "Coalfield Co. v. Peck",
  "decision_date": "1880-09-25",
  "docket_number": "",
  "first_page": "139",
  "last_page": "145",
  "citations": [
    {
      "type": "official",
      "cite": "98 Ill. 139"
    }
  ],
  "court": {
    "name_abbreviation": "Ill.",
    "id": 8772,
    "name": "Illinois Supreme Court"
  },
  "jurisdiction": {
    "id": 29,
    "name_long": "Illinois",
    "name": "Ill."
  },
  "cites_to": [],
  "analysis": {
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    "ocr_confidence": 0.537,
    "pagerank": {
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      "percentile": 0.9455336971383274
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    "simhash": "1:9e6ad290ba11cf3a",
    "word_count": 2293
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  "last_updated": "2023-07-14T19:25:26.076800+00:00",
  "provenance": {
    "date_added": "2019-08-29",
    "source": "Harvard",
    "batch": "2018"
  },
  "casebody": {
    "judges": [],
    "parties": [
      "The Coalfield Company, for use, etc., v. Ferdinand W. Peck."
    ],
    "opinions": [
      {
        "text": "Mr. Justice Sheldoh\ndelivered the opinion of the Court:\nOn the 7th day of November, 1877, H. Deroy Thayer, for whose use this proceeding is prosecuted, recovered a judgment, in the Will circuit court, against the Coalfield Coal Company, for $5963.30, and an execution issued thereon having been returned \u201cno property found,\u201d he, on the 27th day of December of the same year, sued out of said court a garnishee summons against Peck as a stockholder in said company.\nInterrogatories were filed, and answered by the garnishee, and, upon the hearing, judgment was rendered against the garnishee,, which, upon appeal to the Appellate Court for the Second District, was reversed, whereupon an appeal was taken to this court.\nThe liability which is. attempted here to be asserted is under the 8th section of the act of 1872 (K.. S. 1874, p. 287), entitled \u201c Corporations,\u201d which is as follows :\n\u201cEvery assignment or transfer of stocks on which there remains any portion unpaid, shall be recorded in the office of the recorder of deeds of the county within which the principal office is located, and each stockholder shall be liable for the debts of the corporation to the extent of the amount that may be unpaid upon the stock held by him, to be collected in the manner herein provided. No assignor of stock shall be released from any such indebtedness by reason of any assignment of his stock, but shall remain liable therefor jointly with the assignee until the said stock be fully paid. Whenever any action is brought to recover any indebtedness against the corporation, it shall be competent to proceed against any one or more stockholders at the same time, to the extent of the balance unpaid by such stockholders, upon the stock owned by them respectively, whether called in or not, as in cases of garnishment. Every assignee or transferee of stock shall be liable to the company for the amount unpaid thereon, to the extent and in the same manner as if he had been the original subscriber.\u201d\nThe position which is taken by appellee is, that this proceeding in garnishment after judgment, which has been adopted in this case, does not lie at all under this 8th section; that the only garnishee proceeding meant by the statute is that of garnishment as in original attachment, and that the only way in Avhich the stockholder can be proceeded against and subjected under this section, is by suing out a summons against him at the same time the creditor\u2019s suit is instituted against the corporation. This construction is based upon the words \u201cat the same time,\u201d which occur in the section in the connection that \u201c it shall be competent to proceed against any one or more stockholders at the same time,\u201d it being contended that these words, \u201c at the same time,\u201d relate to the time of bringing any action to recover any indebtedness against the corporation, and are exclusive of all remedy otherwise than in .the particular way of commencing proceedings against the garnishee at the same time suit is brought against the corporation. The Appellate Court sustained this v\u00edbav of the case.\nWe think the above a too contracted interpretation of the statute.\nThe statute declares,-unequivocally, that \u201c each stockholder shall be liable for the debts of the corporation to the extent of the amount that may be unpaid upon the stock held by him, to be collected in the manner herein provided,\u201d which is, as we read it, \u201c as in cases of garnishment.\u201d\nHow, there were two modes known to our law by which, through garnishment, a debt owing by another to a judgment debtor might be reached and made subject by the judgment creditor to the payment of his judgment.\nOne is provided for in the act entitled \u201cAn act in regard to attachments in courts of record,\u201d where, in the special proceeding by attachment, there is included in the writ of attachment a garnishee summons to any one claimed to' be owing a debt to the attachment debtor.\n\u25a0 The other is in the act entitled \u201cAn act in regard to garnishment,\u201d where,when therehas been a judgment obtained and an execution has been issued on it and returned \u201cno property found,\u201d provision is made for the issue of summons against any person supposed to be indebted to the judgment defendant, to appear as a garnishee, Avhereby any debt OAving by him to the defendant in such judgment, may be subjected to the payment of the judgment. The latter mode was the one pursued in the present case.\nIt is difficult to believe that in this 8th section of the Corporation act, subjecting unpaid stock to a liability for the debts of the corporation, with provision for enforcing the liability \u201c as in cases of garnishment,\u201d reference was had to the act in regard to attachments alone, and not at all to that distinctive statute entitled \u201cAn act in regard to garnishment,\u201d and that, instead of giving the remedy \u201cas' in cases of garnishment,\u201d it is to be construed as having been given as but in the one case of garnishment\u2014that in an attachment proceeding; and that the garnishee process can be taken out only at the same time of the commencement of the suit against the corporation.\nBy the Corporation act stockholders are made liable for the debts of the corporation to the extent of their unpaid stock, the manner of its collection to be as in cases of garnishment. \"We think the intention was, to \"give the remedy full and ample as in cases of garnishment, and that the reasonable and true construction is, that the remedy is given to the-full extent, as recognized in any case of garnishment known to our law. We regard it as a too narrow view, which would make this important remedy of the creditors of a corporation to rest upon the seemingly non-essential circumstance of the taking out of the process of garnishment at the same time the creditor commences his suit against the corporation.\nIt is suggested there was reason for a provision that the stockholder should only be liable as garnishee, where the garnishee process was issued at the same time of the creditor\u2019s suit against the corporation, as there would thereby be afforded an opportunity to the stockholder to see that defence was made to the claim preferred against the corporation. There could hardly be imputed to the legislature a purpose of such kind.- Such a purpose would be at odds with the whole theory of the law of corporations.\nThe stockholder would have no control over the suit-against the corporation. The corporation has its representative officers, who, in legal contemplation, are all-sufficient for the protection of the interests of the corporation. The justness of any particular claim for which suit should be brought against a corporation would form no element of the stockholder\u2019s liability. It would seem to be indifferent to him to Avhom he paid the amount of his unpaid subscription, whether to the creditor bringing any particular suit against the corporation, or to any other creditor, or to the corporation itself. His only concern would appear to be, that he should not have to pay his subscription for stock more than once.\nTo be sure, the words of the section, \u201cat the same time,\u201d create some ambiguity, whether they refer to the time when action is brought to recover any indebtedness against the corporation, or not. They do not, we think, necessarily refer to such time. They may be taken to refer to the procedure against the stockholders\u2014that it shall be competent to proceed against any one or more stockholders at the same time; or they may perhaps be taken to refer to the same time of pendency of proceeding against the corporation, and not of the commencement of the suit against the corporation. And we are disposed to hold that they do not refer to the same time of the commencement of the suit, so as to make the taking out of a garnishee summons at that particular time essential to the remedy which is given by the statute.\nThe judgment is reversed and the cause remanded.\nJudgment reversed.",
        "type": "majority",
        "author": "Mr. Justice Sheldoh"
      },
      {
        "text": "Mr. Justice Scott\ndissenting.\nSubsequently, upon an application for a rehearing, the following additional opinion was filed:\nPer Curiam:\nThis is an application, by Peck, for a rehearing. The application must be denied.\nWhen the case was considered, we found that the circuit court had found the issues of fact against Peck, and rendered judgment thereon. The Appellate Court reversed this judgment, making no remanding order.\nOn examination of the record of the Appellate Court, we found that court did not \u201c recite in its final order or judgment the facts as found \u201d by that court. The statute provides, that \u201cif any such final judgment of the Appellate Court shall be made as the result wholly or in part of a finding of facts * * * different from the finding of the court from which the cause is brought,\u201d * * * it shall be the duty of such Appellate Court \u201cto recite in its final order, judgment or decree the facts as found.\u201d\nIn the absence of such recital, this court could not properly decide the case upon the hypothesis suggested, that the judgment of the Appellate Court was founded, in any respect, upon a finding of facts different from the. finding in the court below. We, therefore, examined the questions of law found in the record of the circuit court and found no error therein.\n[Finding no error of law in the record of the circuit court, and no error of fact being shown in the only manner provided by law for showing the same, the judgment of the Appellate Court was necessarily reversed. A copy of the opinion of the Appellate Court was brought to our attention indicating that the Appellate Court did take a view of the facts different from the findings in the circuit court, and we were asked to affirm on that ground. We are not at liberty, in deciding a case, to look beyond the record, and hence could not properly consider the opinion of the court for such purpose.\nWe therefore remanded the cause to the Appellate Court without specific directions, leaving the case in such condition that the Appellate Court might take action in accord with the law .as laid down by this court. If, when the case comes again before that court, the facts are held by the Appellate Court to be different from the finding in. the circuit court, that court may, of course, found its judgment upon such different finding, and the facts so found in such case must be recited in the judgment. If the facts be found by the Appellate Court in accord with the finding in the circuit court, in such case the judgment of the circuit court should, of course, be affirmed by the Appellate Court.\nIt will thus be seen that our failure to pass upon the question relating to the alleged payment is no ground for a rehearing.\nAgain, a rehearing is sought upon the ground that (as is claimed) the judgment of Thayer against the coal company was collusive and unjust. This, too, is a question of fact. And as to the question whether Peck can be permitted, as garnishee, to attack that judgment, we think he can not; and if he can attack that judgment as a subscriber to the stock or as a shareholder, he must do that in a court of chancery.\nFinding no sufficient reason for a rehearing, the petition is denied.\nPetition denied.",
        "type": "dissent",
        "author": "Mr. Justice Scott Per Curiam:"
      }
    ],
    "attorneys": [
      "Mr. George S. House, and Mr. A. O. Marshall, for the appellant.",
      "Messrs. Cooper, Packard & Gurley, for the appellee."
    ],
    "corrections": "",
    "head_matter": "The Coalfield Company, for use, etc., v. Ferdinand W. Peck.\nFiled at Ottawa September 25, 1880\nRehearing denied March Term, 1881.\n1. Siockho\u00e9ders\u2014of the remedy to enforce liability of stockholders in suit by a creditor of the corporation. Under section 8 of the act of 1872, entitled Corporations, making stockholders liable to creditors of the corporation to the extent of their unpaid stock, to be proceeded against at the same time, as in cases of garnishment, it is not essential that a stockholder or stockholders should he proceeded against at the same time the suit is brought against the corporation, as in garnishee proceedings under the Attachment act. The intention of the act is to give the remedy as ample and complete as in cases of garnishment known to the laws of the State, including the process after judgment.\n2. Same \u2014 stockholder can not attack a judgment against corporation as collusive, at law. Under the act of 1872 making stockholders liable for unpaid stock to creditors of the corporation, a stockholder when sought to be made liable can not attack the judgment recovered against the corporation on the ground that it is' collusive and unjust. If he can attack the judgment on that ground, he must do so in a court of chancery.\n3. Practice\u2014on reversal Appellate Court must find the fads. Where the judgment of the Appellate Court is made as the result, wholly or in part, of a finding of facts different from the finding in the trial court, it is made the duty of the Appellate Court to recite in its final order, judgment or decree, the facts found by it. If it does not, and no error of law is found in the record of the trial court, a judgment of reversal by the Appellate Court will be erroneous.\nAppeal from the Appellate Court for the Second District; \u2014heard in that court on appeal from the Circuit Court of Will county; the Hon. Erakcis Goodspeed, Judge, presiding.\nMr. George S. House, and Mr. A. O. Marshall, for the appellant.\nMessrs. Cooper, Packard & Gurley, for the appellee."
  },
  "file_name": "0139-01",
  "first_page_order": 143,
  "last_page_order": 149
}